• Published 29th Sep 2013
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Midnight Star: The Frozen Empire - Nebula Star

Midnight Star was given a second chance to be happy without the horrors of her memories; but those memories were never truly gone. They are only the beggining of her struggles however, Equestria is about to face a new threat; The Frozen Empire

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Chapter 14: A Deal

Midnight Star: The Frozen Empire
By Nebula Star

Part 2: To Build an Army
Chapter 14: A Deal

All the guards in the tent rounded on the 'zebra' drawing their weapons within a second of Midnight naming her the changeling queen. To her credit, she did not attack or try to run, nor did she attempt to keep up the charade.

“How do you know that name?” She asked with cold anger in her voice, abandoning the zebra rhymes. “No pony should know that name.”

Midnight just smiled, watching her carefully, ready to act should she turn hostile or try to run. After several tense moments though she showed no signs of either. “Guards, at ease. Queen Chrysalis isn't here to cause any trouble,” she said with a smile. “Are you?”

The disguised changeling just glared at Midnight.

“But, general Midnight, All changelings are wanted for their crimes against Canterlot thirteen years ago. The changeling queen most of all.” One of the guards, the ranking lieutenant, objected as they all kept their weapons at the ready.

“I am well aware of that, lieutenant. I said at ease,” Midnight told him.

Reluctantly he and the rest of the guards sheathed their weapons and stepped back though they kept a careful watch on the 'zebra', who looked around at them seeming slightly surprised.

Midnight took the opportunity to glance at Shining Armor and saw that though he was glaring at the disguised changeling queen, he showed no signs that he was struggling to restrain himself.

“Good. Now Queen Chrysalis, why don't you take your true form so we can speak face to face?”

“You haven't answered my question!” She growled.

Midnight just smirked. “I will, but we do have a lot to talk about and your zebra disguise isn't fooling anypony anymore.”

She continued to glare at Midnight a few moments more, likely trying to think of a way out of the mess she'd found herself in. Finally though, emerald flames erupted around her as she released her magic returning to her true form.

Midnight smiled as the changeling queen's true form was revealed. Chrysalis was still in far better shape here than she had been in Midnight's world. She looked healthy and well fed; at least, as healthy as a changeling could look. In fact, she looked as healthy as she had been in the memory that Twilight had shown her.

“Much better,” Midnight said smiling.

Chrysalis continued to glare at her as Midnight toyed with an idea that had just occurred to her. It was a risk, but could she afford to ignore a chance better their odds in the coming battle? No She had to take the chance.

“Shining Armor, if you continue to maintain control of yourself you may stay. As for the rest of you, leave us. I wish to speak with Chrysalis alone.”

“But, general Midnight!” The lieutenant exclaimed in objection.

“Relax, lieutenant, there's nothing Queen Chrysalis could possibly do to harm me,” Midnight told him confidently, her gaze fixed on the changeling.

Reluctantly the members of Midnight's guard exited the tent, seeming worried but obeying orders all the same.

Chrysalis didn't even glance at them as they passed behind her. She just continued to glare at Midnight, looking as if she were trying to solve a difficult puzzle. Once the guards were gone and the tent door had closed behind them, Midnight cast a sound barrier spell around the inside of the tent.

“We can speak freely now, we won't be overheard,” Midnight told her calmly.

“You're rather confident for an alicorn that has not even attained an ethereal mane,” Chrysalis growled as she took a threatening step forward.

Midnight just grinned, not phased in the least as she released the flows of magic into her mane and tail letting them transform back into their dark star-field forms. “Actually I just thought I should let everypony get use to me being an alicorn first,” Midnight said and Chrysalis froze seeming taken back.

“Let's be honest Chrysalis; even at your best, you were barely able to defeat Celestia. Whereas I...” She smiled as she began channeling her magic, letting her power fill the air around them. Shining's eyes widened and he looked at Midnight in surprise while Chrysalis began to cower back in fear.

“This is impossible,” she gasped as she sensed the sheer amount of magic around them.

“I am far more powerful than Celestia,” Midnight told her with confidence. Then she let her magic fade again. “Now I'm not telling you this merely to intimidate you, though I certainly understand if you are. I'm telling you this so that you know that when you leave here, and you will leave here, it is because I am letting you go.”

“Midnight?” Shining Armor said looking at her sharply, but she held up a hoof in a silencing gesture.

Chrysalis eyed her suspiciously. “Why would you let me go?”

Midnight smiled. “We'll get to that. Fist of all I'm going to make a few guesses; tell me if I'm wrong,” she said then sat back and shifted her wings to a more comfortable position.

“I suspect that you and your changelings never actually left Equestria after your failed invasion. In fact, I'd bet you've been living in secret somewhere either within our borders or right on the edge of our lands; perhaps in one of the forests. Maybe even Everfree. Equestria is so full of love after all, that even from a distance it could sustain you and your changelings. And since your feeding on love doesn't actually affect the ponies, nopony has ever suspected you were nearby.”

Chrysalis certainly was good at keeping a strait face. Even so Midnight was confident she was on the right track and so continued.

“You've been able to live a comfortable life wherever it is you've made your home, and you don't want to lose that. Then you heard of the war. You're worried, after all, you're livelihood is now tied to Equestria's so you decided to see where we stand.

“You may have even thought that this war may provide you with another chance to take over Equestria; though if you did, I will tell you now that you'd best give up on that idea.” The warning in her voice wasn't lost on Chrysalis, but Midnight went on before she could say anything.

“Just like in Canterlot, you weren't willing to risk one of your changelings on a dangerous infiltration mission, so instead you came yourself; and your hope was that you could find out where we stand and what, if anything, you could do to ensure the livelihood of your changelings.”

Midnight waited a few long moments for her to respond but she just continued to glare. “Well? Am I right?”

She growled something under her breath before finally answering. “Yes.”

“So you've been leaching off of Equestria all this time?” Shining asked angrily.

“Shining, relax, their feeding doesn't harm anypony. It sounds a lot worse than it is. Isn't that right Chrysalis?”

“Midnight, I've had a changeling feed off of me, I know what it's like.” Shining said glaring at Chrysalis.

“She was also brainwashing you at the time,” Midnight said shaking her head. “If she had only been feeding off of your love for Cadence, you wouldn't have been affected in the least.”

“I doubt that.” Shining growled.

Chrysalis smirked. “Oh Shiny, you know you enjoyed our time together,” She said in a taunting sultry voice. “I wonder if your princesses would approve of what we did all those nights leading up to the wedding? Especially your precious Mi Amore Cadenza, what would she think?” Then she grinned evilly. “Perhaps I'll introduce you to our daughter sometime.”

Midnight restrained Shining with her magic before he could react and held him as he tried to launch himself at the changeling Queen anyway.

“Captain Shining Armor, control yourself!” Midnight said in a commanding tone, throwing Chrysalis an annoyed look. The changeling queen just smirked as she watched Shining struggling to reach her. After a few moments though Shining calmed down and Midnight slowly released him, ready to bind him again if he tried to attack. Finally she turned back to Chrysalis.

“Could we refrain from such foalish behavior.” Midnight growled at both of them, though the mention of a daughter between Shining and Chrysalis was somewhat disturbing to her. Honesty was surprisingly the strongest of the elements of harmony that she could sense in the changeling queen and it was very strong indeed. This made Midnight worry that the daughter she'd mentioned wasn't just made up to taunt Shining Armor. And if there was in fact a daughter, it could cause problems later on.

“Chrysalis, you came here to see where we stand,” Midnight said after a letting them calm down for a few moments. “Well, I'm not going to lie to you, it's not good. The Frozen Empire has us sorely out-matched in magic. We've done what we can to counter it, but the fact remains that we barely have a thousand unicorns trained for combat while their army numbers over five thousand. And that's only an estimate, we don't even know their numbers for sure, and that also doesn't take into account their windigos.

“We hold the advantage of terrain, but that will mean little if we can't find a way to at least counter the windigo's magic. In short; Equestria is in very real danger of losing this battle.”

Chrysalis looked at her consideringly. “And do you expect me to do something about it?” She asked coldly.

“That's entirely up to you. I said I'd let you go and I meant it. You can leave whenever you wish.”

Her eyes narrowed. “How do I know I can trust you? That you won't have me followed?”

Midnight shrugged. “I guess you'll just have to have faith in me.”

She snorted. “Faith. I'm supposed to believe that you would just let me go, that you have no ill will for my kind?”

“What do you know about me?”

Chrysalis's eyes narrowed, seeming to wonder what Midnight was getting at. “Midnight Star: adopted by Princess Twilight Sparkle eleven years ago. When you were young you proved to have great talent in magic; some say almost equal to Twilight Sparkle herself. You attended Celestia's School for Gifted unicorns at the Ponyville branch until you graduated two years early. You've lived in Ponyville ever since. About a month ago you fought off a hydra, single-hoofed, an impressive feat to be sure. Last report I had, however, you were still just a unicorn, though you are clearly now an alicorn.”

Midnight nodded to confirm that her information was accurate. “That is all true, and I only became an alicorn a week ago so it's not surprising you hadn't found out yet when you came here. But do you know anything about who I was before Twilight took me in?” She asked.

Chrysalis snorted. “Before she took you in you were nobody; just another orphan filly. Why would I have wasted resources to keep tabs on you then?”

Midnight smiled. “You're wrong,” she said softly. “Before the night Twilight took me in, I was the same age as her. And before she brought me to this world, I was an Empress.”

“Midnight!” Shining said warningly.

“It's alright, Shining, it's my story to tell,” Midnight told him calmly watching Chrysalis's reaction.

The changeling queen was staring at her clearly disbelieving. “What are you talking about?”

Midnight smiled again. “I'm not from this world, Chrysalis.”

“You expect me to believe that?”

She just nodded. “There are infinite worlds, Chrysalis. Some are nearly identical to this one, the differences so small that you may not be able to even identify them. Others are very different, and the more different the world, the more different the inhabitants become. Most worlds will have their own version of yourself and others; but depending on how different the world itself is, these other versions may differ from world to world as well.

“For instance, I was my world's version of Twilight Sparkle, but my name has always been Midnight Star and as you can plainly see, my appearance differs from hers as well.” She sighed and shook her head. “And I was a far different pony than her.”

She looked back up at Chrysalis then. “My world was a nightmare, and I grew up knowing horrors that few here can imagine. Discord had ruled Equestria for centuries with Nightmare Moon as his second in command. One by one the horrors of that world claimed everything and everypony I ever cared about. By the time I was a young mare, I know I was insane. Bitterness and anger were both etched into my heart, but neither compared to the hatred I had for the two tyrants... and myself.

“Then I discovered my talent. My potential in magic was unmatched in my world, and my insanity allowed me to tap into an even greater force as well; the near limitless magic of chaos. I focused my anger and hatred then, directing it toward those that I blamed for the terrible life I had lived. Once I believed I was ready, I challenged Nightmare Moon and Discord. And I slew them both. It was then that I took my place as Empress, not only over Equestria, but the entire known world. And I made them suffer as they never had before.”

She shook her head looking down in shame. “It was about a year and a half later that we met in my world. Or rather myself and that world's version of you.

“She came to me, on the edge of starvation. She introduced herself and proceeded to beg me to leave the Ponies of Equestria alone for a time; to give them a chance to be happy; to let them learn to love again. She and her changelings were starving, there wasn't enough love in all the world to sustain them. When she told me this, I laughed in her face. In desperation she tried to attack me, but weak as she was, I defeated her easily and told her to leave with a threat that if I ever saw her again, I would slaughter all her remaining changelings in front of her. She left then, but as she did, she looked back at me and called me a monster...”

She sighed heavily and finally looked back up at Chrysalis letting her regret show. “And I was; I was such a monster back then.” She shook her head again and went on. “Then, eleven years ago. Twilight Sparkle in this world discovered the theory of the infinite worlds and devised a spell to let her see these alternate worlds. It worked and she saw many of the different worlds and learned a great deal about what she calls the multi-verse.

“But my mother is often overenthusiastic when it comes to learning something new,” Midnight said smiling fondly. “She let the spell go too long until she grew tired and lost control of it. I doubt either of us will ever know exactly what happened then. All I remember was incredible pain as my soul was torn from my body and pulled into some kind of vortex of magic. The next I knew I was inside Twilight; just a soul without a body of my own.

“Twilight tried to reassure me and promised she'd do what she could to fix everything; that she'd try to recreate my body here so that I could start anew. It was only a few weeks later that I betrayed her.

“I took control of her body and attacked all of her friends, then I went after the princesses. I was intent on taking Equestria for my own; on making the ponies here suffer just as I had in my own world. That night, I nearly killed Celestia, banished Luna to the moon and tried to murder Twilight as well. In the end though, Twilight proved herself my equal, unlocking the potential that she and I shared. Then, with the elements of harmony, she managed to defeat me and took back her body.

“What she did then however, I will never forget, and can never repay her for. Using the elements of harmony once more, she cleansed my heart of all the pain, anger, bitterness, and hatred that had plagued me since my youth. In doing so the elements also reduced my age as well. Then to protect me from the terrible memories of my past, she locked them away in my mind.

“I was a filly again, with no memories of my past, and I found myself in Twilight's care. For eleven years I grew up as her daughter, and for the first time, I was happy. I only regained my memories recently, but because of the life I've lived, the life Twilight has given me, I'm a different pony now and I can endure their pain of those memories. I owe her everything.”


Chrysalis continued to stare at her. She had listened with skepticism at first, but as Midnight had continued her doubt had slowly faded. Nopony could have made up such a story on the spot, and what reason would she have for such an elaborate story? One that made the her out to be some kind of tyrant and villain no less. And the way Shining Armor had reacted at the start; as if Midnight were revealing some terrible secret... Could it be true?

It would explain how this Midnight had known her name. If she had indeed met another version of her in this other world then she could have found out then. Chrysalis was positive that neither she nor any of her changelings had revealed her name in the failed attempt to take Canterlot. But what was the point of the story anyway? Why was this Midnight Star giving her these secrets?

“Why are you telling me all this?” She asked, staring at the young alicorn in confusion.

“Because I want you to understand, Chrysalis, why I feel the way I do,” Midnight told her softly.

“What do you mean?” She demanded. “The way you feel about what?”

She smiled. “Even after all I did, both here and in my own world, Twilight still gave me a second chance... and if she thought I deserved a second chance, then I think that you do as well.”

Chrysalis stared at her a moment unable to process what Midnight had just said. Did this alicorn just offer to forgive me? Her eyes narrowed in suspicion. “And what makes you think I'd want a second chance, even if you are willing to forgive me? Do you think I regret my actions!?”

“Perhaps not,” Midnight said softly. “You had good reason for what you did. After all, you were just trying to ensure the well being of your children.”

Chrysalis tensed. How could she know... unless... had the other Chrysalis in her world told her the truth? “What do you mean 'children'?” She asked, trying to keep her voice level but failing miserably.

Midnight smiled knowingly. “It's no use denying it, Chrysalis. I know that the changelings you lead are your children.”

It was her greatest weakness. She'd done all she could to hide it, to hide that they were her children. They all knew of course, but it had been millenia since any outsider had discovered the secret. She was always careful to keep the truth hidden, to seem like a tyrannical leader when any outsider may be watching. But it was just an act, a part she played to protect her children from those that might hurt them to get to her. It had happened before...

“You're very protective of them,” Midnight went on. “So much so that you're not even willing to risk their safety on possibly dangerous infiltration missions. I'm sure there are many of your changelings that would have been more than capable of infiltrating our camp as you have, but just like in Canterlot, you risked yourself instead.”

“You wouldn't dare threaten a mother's children to get to her!” Chrysalis growled angrily.

“Of course not,” Midnight told her calmly. “I'm not the monster I use to be.”

She glared at the young alicorn for several tense moments. Finally Midnight smiled. It wasn't a threatening smile, or a smile of superiority; it was... comforting.

“Chrysalis, your mistake in this world has always been your unwillingness to accept others as equals, as allies.”

That wasn't true, she had tried to live among ponies more than once. She remembered well the looks of revulsion and fear that had followed her wherever she'd gone. The hunts through the wild, the running, the hiding... foals lost...

She snorted at Midnight's ignorance. “I am no fool, Midnight Star. I know that my kind are dependent on ponies or other races for our survival. Don't assume that I have not tried to coexist with them before.”

“But you never tried in Equestria,” Midnight said with a sigh. “Did you ever consider coming to Celestia and explaining what your changelings need? Asking her for help? Or were you just too proud?”

She laughed bitterly. “You Equestrian ponies believe your precious princesses to be perfectly understanding and benevolent leaders that can do no wrong.”

To her surprise the young alicorn laughed at that. “You forget, I grew up with a princess. I've had far more experience with the royal sisters than anypony else my age. I know they're not perfect.”

She threw up a hoof dismissively. “Even if Celestia allowed us to live in Equestria, that doesn't mean the ponies would accept us.”

“You're so certain that nopony will give you a chance that you aren't even willing to try.”

“Look at me!” She exclaimed angrily stomping with one hoof. “Do you really think anypony would ever see anything but a monster?”

“I don't,” Midnight said simply eliciting a glare from her.

“Don't think you're going to win me over through flattery.”

Midnight looked at her consideringly for several long moments before she spoke again. “Chrysalis, I'm going to make you an offer, and I hope you take it. Whether you do or not however, I stand by my word; you're free to leave whenever you wish. But please, at least hear me out.”

She narrowed her eyes. “I'm listening.”

“I've told you where we stand. There is a very real chance that Equestria will lose this battle and with most of our forces here, there will be almost nothing to stop them from marching across all of Equestria. And you know probably better than I do that there's no love in the Frozen Empire. Our primary disadvantage is in magic which is one area your changelings could certainly help.

“So my offer is this: If you will join us as allies, and fight alongside us in this battle, then I will personally act as your advocate in Equestria. I will speak on your behalf before Celestia and Luna to negotiate peace between our people, and I will continue to strive toward lasting peace for as long as it may take.”

“I know it will take some time, perhaps even generations, but...” She looked up at Chrysalis and there was no denying the sincerity of her words. “If you help us win this battle, then I will do everything in my power to ensure a better future for changeling and Pony alike.”


Midnight waited in silence watching Chrysalis, waiting for her to respond. She knew that Shining Armor didn't like her offer by the way he kept glancing at her as if to ask 'what are you thinking'; but he kept his peace. He likely didn't believe Chrysalis would take the offer anyway and he could continue hating her. Midnight didn't blame him for the animosity he felt toward the changelings and especially Chrysalis. For him, it was a far more personal matter than anypony else, especially if what Chrysalis had taunted him with was true.

Chrysalis on the other hoof seemed to be struggling with herself. She hid it well, but Midnight could tell that the Changeling Queen was seriously considering her offer.

“You want me to risk my changelings, my children, for the livelihood of Equestria?” She demanded finally.

She shook her head. “Not just our livelihood, but yours as well. I want you to fight for a united and stable future for all of us.”

“This isn't like Canterlot, there I knew you ponies would avoid killing at all costs...”

“I know. It is quite likely that if you join us, some of your changelings will be lost in battle. But they would die fighting for a better future for all changelings. Don't you think that's something worth fighting for?”

Chrysalis continued to stare at her a moment more, her expression unreadable save for her eyes. Her eyes held a look as if she had glimpsed the possibility of a dream she'd never thought could be reality. Midnight knew her answer even before she spoke

“Alright. We'll join you. We will fight for a better future.” Chrysalis said finally standing tall.

Midnight smiled. “Excellent...”

“Midnight! You're just going to trust her?” Shining Armor objected glaring at Chrysalis.

“She has given me no reason to doubt her,” Midnight said calmly.

“She's a changeling! Her entire life is lies! How do we know they won't turn on us during the battle or right after!”

“I give you my word; I will honor this agreement,” Chrysalis said glaring at Shining Armor with narrowed eyes.

“The word of a changeling.” Shining snorted. “What value does it hold? You live your entire lives in lies!”

“Captain Shining Armor! Restrain yourself!” Midnight shouted causing him to fall silent, glaring at him until he remembered who was in charge.

“I'm sorry, general, it won't happen again.” He said contritely.

“I understand your concern, captain, but I have one very important piece of evidence that leads me to trust Queen Chrysalis,” she told him. “I am just as attuned to magic now as Twilight, which means that I can sense all magic around me. That is how I recognized Chrysalis. One other thing I can sense however is the elements of harmony that exist in everypony and I can sense how strong each is. Your strongest element is loyalty, which is easy to see even without having sensed it. Chrysalis's strongest element on the other hoof is honesty. And it is nearly as strong in her as it is in Applejack.”

Shining's eyes went wide and he looked back and forth between them. “That's impossible,” he breathed. “They live by deception, pretending to be somepony else.”

“It is surprising,” Midnight agreed, “but my senses do not lie.” She then turned back to Chrysalis. “I'm actually curious about that; do you mind explaining?”

She shrugged. “When we take another form we are playing a role, much like an actor in a play. We play the role to the best of our abilities and are always honest as far as we know concerning our role. This follows that when we are in our true form we are always true to ourselves. I do not tolerate dishonesty among my changelings.”

Shining snorted. “You're not a very good actress then. Twilight saw through your act the moment she met you.”

“I didn't have time to learn very much about Princess Mi Amore Cadenza before I took her place. It was a risk, but even so I played the part well enough that neither Celestia, nor yourself suspected anything,” she reminded him contemptuously. “Your little sister did see through my act, but I was, however, honestly behaving how I believed your Princess would behave. Also, if you'll recall, I never said that I was Princess Mi Amore Cadenza, I merely stated that others should call me as such, which was appropriate for the role.”

Shining glared at her, clearly angry that she called pretending to be his then fiance nothing more than a role to play.

Midnight on the other hoof looked at her thoughtfully. “Interesting, then you always play the role to the best of your abilities and while you may introduce yourself as the name of the pony who's role you are playing, you'll never outright state that their name is yours?”

“That is correct.”

“And when your in your true form, such as now, you never lie?”

“Yes,” Chrysalis said with a nod.

Midnight smiled. “That is most interesting, but I suppose we can speak more about such things later. We have more important things to discuss. I'm assuming that you have a fair number of your changelings nearby?”

She nodded. “A force of my army a thousand strong is within half a day's flight from here.”

Midnight nodded. “Good, now we have three days before the Frozen Empire arrives. So we'll have some time to make plans concerning your role in the battle. I believe your changeling's ability to fly as well as use magic will be a great help against the windigos.”

She winced. “Windigos, such vile creatures. I've always hated those things.”

“They're kind of your opposites aren't they. You gain strength from love, they feed off of hate.”

“In a way, yes. What weakens them strengthens us. But both sides will have an army feeding them power.” She shook her head. “I don't know what we can do to harm them however.”

“It is a problem,” Midnight agreed. “Anyway, we can discuss it more later, for now, you'd best go and bring your army to join us. I will spread word that you will be fighting alongside us so that nopony panics when you arrive. I know that there will be some that will be uncomfortable having your army so close, but if anypony causes you any trouble, just tell me and I will make sure they are disciplined according to their actions.”

Chrysalis nodded. “Agreed, and I will make sure my changelings don't cause any trouble as well.”

Midnight smiled as she stood, walking around her desk to the Queen and held out her hoof. “I'm glad you accepted my offer. I hope that neither of us regret it.”

She hesitated just a moment then took her hoof and shook it. “I hope not as well.”

With the deal sealed, Midnight released the sound barrier spell. “Well let's get you on your way.” Midnight said and led the way outside where nearly her entire guard was waiting. They all tensed visibly when Chrysalis stepped out of the tent at Midnight's side.

“Queen Chrysalis has agreed to join our cause. She and her changelings will be fighting alongside us in the battle to come in the interest of lasting peace,” Midnight told them all. “She is free to move about the camp as she wishes and should be treated with dignity and respect deserving of her station. Any request she makes should be brought to me immediately and you are to allow her to pass without question should she need to speak with me. Is that understood?”

The surprise on their faces was evident and a few of them kept casting nervous glances at Chrysalis, but in the end they all saluted. “Yes, general.”

“Good, now alert the captains, I need to inform them of everything that has happened and the arrangements I've made,” Midnight said then turned to Chrysalis.

“Thank you for taking my offer,” she said with a smile. “I guess I'll see you when you get back.”

She nodded. “You keep your end of the deal and I will keep mine,” she said, then without another word she took off into the evening sky heading northeast.

“I hope you know what you're doing,” Shining Armor said stepping up alongside Midnight.

Midnight smiled. “I'm seeking the brightest future for all,” she said simply as they watched their new ally disappear into the distance.

Author's Note:

So as I pointed out earlier in the story; Chrysalis's name was never actually said in the series. In case anyone was wondering why she was surprised Midnight knew her name.